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Attorney-in-Fact:

If Contractor’s unavailability or any other factor prevents Company from pursuing or applying for any application for any United States or foreign registrations or applications covering the Inventions and related intellectual property rights assigned to Company, then Contractor irrevocably designates and appoints Company as Contractor’s agent and attorney in fact. Accordingly, Company may act for and in Contractor’s behalf and stead to execute and file any applications and to do all other lawfully permitted acts to further the prosecution and issuance of the registrations and applications with the same legal force and effects as if executed by Contractor.

Does this imply that the Company can temporarily 'take over' my business if my LLC is the 'Contract' in this agreement?

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  • or any other factor is a dangerous phrase. It includes laziness on their side. If they act too late for you to respond in time, you should not bear the consequences. Possible rewording: any other factor outside the control of Company, but including Acts of God
    – MSalters
    Jul 19, 2016 at 12:24
  • @MSalters noted. It's hard to take "including Acts of God' as a real legal jargon
    – Dan
    Jul 19, 2016 at 23:19
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    Yet act of god is such a well established legal term that it has its own page on Wikipedia.
    – phoog
    Jul 20, 2016 at 1:03

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They can't take over your business. The can only act on behalf of the business with respect to "any application for any United States or foreign registrations or applications covering the Inventions and related intellectual property rights assigned to Company."

(emphasis added)

In particular, because of the italicized phrase, this does not allow the company to act on behalf of your business with respect to the business's own assets, including intellectual property that it retains (if any).

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  • Only applications and rights already assigned to the Company, they can act on my business's behalf. Got it.
    – Dan
    Jul 19, 2016 at 23:28
  • @Maverick it does not concern applications that have been assigned to the company. but applications for registrations or other IP rights. So, for example, if you've invented something and assigned the rights in that invention to the company, and there is an application for a patent on that invention, that application would be covered by the clause. In particular, "application for" does not mean "computer program," but rather "submission of a formal request for."
    – phoog
    Jul 20, 2016 at 1:01

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